ex10-7.htm


    Exhibit
10.7

    SECOND
AMENDMENT

    TO

    AMENDED
AND RESTATED LICENSE AGREEMENT

    


    THIS SECOND AMENDMENT TO THE AMENDED
AND RESTATED LICENSE AGREEMENT (the “Amendment”), effective as of the
20th day of June 2008, is entered into by and between Allegheny-Singer Research
Institute, a Pennsylvania nonprofit corporation (“ASRI”), and Omnimmune Corp., a
Texas corporation (the “Company”)(together, ASRI and Company shall be referred
to as the “Parties”).  For purposes of this Amendment, the phrase
“License Agreement” shall mean that certain Amended and Restated License
Agreement entered into by and between the ASRI and Company as of the 1st day of
February 2005, as amended January 31, 2007; and unless otherwise defined herein,
capitalized terms and phrases shall have the meaning ascribed thereto in the
License Agreement.

    


    WHEREAS, each of the Parties
to this Amendment hereby acknowledge that Company intends to enter into a
Placement Agent Agreement with New Castle Financial Services, LLC; and as a
condition thereto, Company and ASRI must first enter into this
Amendment;

    


    NOW THEREFORE, for good and
valuable consideration, including, without limitation, the promises and the
mutual covenants contained herein, the Parties agree as follows:

    


    Section
1.  Amendments.  Each of the Parties hereby agrees to amend
the License Agreement as follows:

    


    (a) Subsection
(c) of Section 2 of the License Agreement, entitled “License Grant” is hereby
amended by deleting the phrase “non-exclusive” from the first sentence thereof
and in lieu thereof the following phrase shall be
added:  “non-exclusive or exclusive...”;

    


    (b) Section
3(e), entitled “License Maintenance Fees,” shall be amended by deleting in the
entirety the phrase “$50,000 on or before February 1, 2008,” and in lieu
thereof, adding the following phrase: “$50,000 on or before June 30,
2008”;

    


    
      	
              (c) 

            	
              Section
      6, entitled “Best Efforts,” shall be amended as
  follows:

            


    

    


    
      	
              (1)  

            	
              Subsection
      6(a)(i) shall be amended by deleting the date “February 1, 2007,” and in
      lieu thereof adding the date “September 1,
  2009”;

            


    

    


    
      	
              (2)  

            	
              Subsection
      6(a)(ii) shall be deleted in its entirety and in lieu thereof the
      following phrase shall be added:  “Section
      Reserved”;

            


    

    


    
      	
              (3)  

            	
              Subsection
      6(a)(iii) shall be amended by deleting the date “February 1, 2009,” and in
      lieu thereof adding the date “August 1,
2010”;

            


    

    


    
      	
              (4)  

            	
              Subsection
      6(a)(iv)(a) shall be amended by deleting the date “February 1, 2007,” and
      in lieu thereof adding the date “September 1,
  2009”;

            


    

    


    
      	
              (5)  

            	
              Subsection
      6(a)(iv)(b) shall be amended by deleting the date “February 1, 2009,” and
      in lieu thereof adding the date “February 1,
  2011”;

            


    

    


    
      	
              (6)  

            	
              Subsection
      6(a)(iv)(c) shall be amended by deleting the date “February 1, 2010,” and
      in lieu thereof adding the date “February 1,
  2012”;

            


    

    


    
      	
              (7)  

            	
              Subsection
      6(a)(v)(a) shall be amended by deleting the dates “February 1, 2007” and
      “February 1, 2009,” and in lieu thereof adding the dates “February 1,
      2011” and February 1, 2012,”
respectively;

            


    

    


    
      	
              (8)  

            	
              Subsection
      6(a)(v)(b) shall be amended by deleting the date “February 1, 2009,” and
      in lieu thereof adding the date “February 1,
  2012”;

            


    

    


    
      	
              (9)  

            	
              Subsection
      6(a)(v)(c) shall be amended by deleting the date “February 1, 2010,” and
      in lieu thereof adding the date “February 1, 2014”;
  and

            


    

    


    
      	
              (10)  

            	
              Subsection
      6(a)(v)(d) shall be amended by deleting the date “February 1, 2012,” and
      in lieu thereof adding the date “February 1, 2016”;
  and

            


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d) Section
8, entitled “Sponsored Research” shall be deleted in its entirety, and in lieu
thereof, the following phrase shall be added:  “Section
Reserved.”

    


    (e) Section
18, entitled “Breach and Cure” shall be amended to delete therefrom in its
entirety subsection 18(a)(iii).

    


    (f) Section
20, entitled “Assignment” shall be amended to delete the first sentence thereof
in its entirety and in lieu thereof, adding the following new
sentence:

    


    This
Agreement may not be assigned by Company without the written consent of ASRI,
which consent shall not be unreasonably delayed, denied, withheld or
conditioned.  Notwithstanding any provision in this Agreement to the
contrary, this Agreement may be assigned as a result of any transaction or
series or related transactions that results in the assignment of Omnimmune’s
assets by operation of law, whether by merger or otherwise, or that would occur
as part of or in connection with the sale of all or substantially all of its
assets.

    


    Section
2.                      Each
of the Parties to this Amendment acknowledge and agree that, except as modified
hereby, all of the terms and provisions of the Agreement shall remain in full
force and effect.

    


    Section
3.                      This
Amendment is the sole agreement between the Parties as to the amendment and
modification of the Agreement as described herein.

    


    Section
4.                      This
Amendment may be executed in any number of counterparts, each of which shall be
deemed to be an original as against any party whose signature appears thereon,
and all of which shall together constitute one and the same
instrument.  Invalidation of any one or more of the provisions of this
Amendment shall in no way affect any of the other provisions of this Amendment,
which shall remain in full force and effect.

    


    Section
5.                      This
Amendment shall be binding upon and shall inure to the benefit of the Parties
hereto and their respective heirs, executors, successors, personal
representatives and assigns.

    


    Section
6.                      Should
a conflict arise or otherwise exist between the terms and conditions of the
License Agreement and this Amendment or any interpretation thereof, each of the
Parties agree that the terms and conditions of this Amendment shall
prevail.

    


    IN WITNESS WHEREOF, the
Parties have executed this Amendment as of the date first above
written.

    


    ASRI

    


    Allegheny-Singer
Research Institute, a Pennsylvania nonprofit corporation

    


    


    By:/s/ Chet Cornman                                                                

    Name: Chet
Cornman________________

    Title:  Vice
President_________________   

    


    


    


    COMPANY

    


    Omnimmune
Corp., a Texas corporation

    


    


    By:/s/ Harris A.
Lichtenstein                                                                                         

    Name: _ Harris A.
Lichtenstein                     


    Title: President